SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Sohu.com Inc. -------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 83408W103 ------------ (CUSIP Number) Joseph S. Rosen Goulston & Storrs, P.C. 400 Atlantic Avenue (617) 574-3589 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 2001 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 30 Pages)
CUSIP NO. 83408W103 13D PAGE 2 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Zhang - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 People's Republic of China - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 9,063,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 9,063,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,063,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 25.3 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 3 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nicholas Negroponte - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 816,842 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 816,842 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 816,842 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.3 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 4 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brant C. Binder - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,127,654 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,127,654 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,127,654 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.2 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 5 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward B. Roberts - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,389,297 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,389,297 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,389,297 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.9 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 6 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Maxtech Enterprises limited (and Mitco Limited, an affiliate of Maxtech Enterprises Limited) - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5. TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Each of Maxtech Enterprises Limited and Mitco Limited is a British Virgin Islands corporation. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF 7,449,194 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING 7,449,194 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 7,449,194 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 20.8 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. CO - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 7 OF 30 PAGES - --------- --------- ------------------ - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dow Jones & Company, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6. Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF 508,067 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY 23,457,804 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING 508,067 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 508,067 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 1.4 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. CO - ------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 8 OF 30 PAGES - --------- --------- ------------------- Item 1. Security and Issuer. ------------------- The class of equity securities to which this statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $.001 per share (the "Common Stock"), of Sohu.com Inc. (the "Company"), a Delaware corporation. The principal executive offices of the Company are located at 7 Jianguomen Nei Avenue, Suite 1519, Tower 2, Bright China Chang An Building, Beijing 100005, People's Republic of China. Item 2. Identity and Background. ----------------------- This Statement is filed by Charles Zhang, Nicholas Negroponte, Brant C. Binder, Edward B. Roberts, Maxtech Enterprises Limited (and Mitco Limited) and Dow Jones & Company, Inc., as a group (collectively, the "Group"), by virtue of the fact that they are all parties to the Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement dated October 18, 1999 (the "Voting Agreement"). This Statement is being filed pursuant to Section 13 and Rule 13d-1(a) and replaces the Schedule 13G filed by the Group in February 2001. Intel Corporation is also party to the Voting Agreement, but has declined to participate in the filing of this Statement. The following information is being supplied for each member of the Group, as applicable. - ---------------------------------------------------------------------------------------------------------------------- Name and Position Residence or Business Principal Occupation or Principal Business and - ------------------ ---------------------- ------------------------ ----------------------- Address Employment Address of Organization in ------- ---------- -------------------------- which such Employment is ------------------------ Conducted --------- - ---------------------------------------------------------------------------------------------------------------------- Charles Zhang c/o Sohu.com Inc. President and Chief Address: 7 Jianguomen Nei Avenue Executive Officer of 7 Jianguomen Nei Avenue Suite 1519, Tower 2 Sohu.com Inc. Suite 1519, Tower 2 Bright China Chang An Bright China Chang An Building Building Beijing 100005 Beijing 100005 People's Republic of China People's Republic of China Principal Business: Internet portal - ---------------------------------------------------------------------------------------------------------------------- Nicholas Negroponte c/o MIT Media Lab Senior Director of the Address: 20 Ames Street, E15-208 Massachusetts Institute of c/o MIT Media Lab Cambridge, MA 02139 Technology Media Lab 20 Ames Street, E15-208 Cambridge, MA 02139 Principal Business: Higher Education - ----------------------------------------------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 9 OF 30 PAGES - --------- --------- ------------------ - ---------------------------------------------------------------------------------------------------------------------- Brant C. Binder 9 Bender Way Chief Financial Officer of Address: Pound Ridge, NY 10576 SRU Biosystems, LLC 10-A Roessler Road, Woburn, MA 01801 Principal Business: Biotechnology Startup - ---------------------------------------------------------------------------------------------------------------------- Edward B. Roberts 300 Boylston Street Professor of Management of Address: Boston, MA 02116 Technology at M.I.T. Sloan School of Massachusetts Institute of Management Technology's Alfred P. 50 Memorial Drive E52-535 Sloan School of Management Cambridge, MA 02142 Principal Business: Higher Education - ---------------------------------------------------------------------------------------------------------------------- Maxtech Enterprises Limited c/o MTI Administration N/A Address: Limited c/o MTI Administration 22nd Floor, Limited Hang Lung Centre 22nd Floor, Hang Lung 2-20 Paterson Street Centre 2-20 Paterson Causeway Bay, Street Causeway Bay, Hong Kong Hong Kong Principal Business: Investment Holdings - ---------------------------------------------------------------------------------------------------------------------- Mitco Limited 2nd Floor N/A Address: Le Prince de Galles 2nd Floor 3-5 Avenue des Le Prince de Galles Citronniers 3-5 Avenue des MC 98000 Monaco Citronniers MC 98000 Monaco Principal Business: Investment Holdings - ----------------------------------------------------------------------------------------------------------------------
CUSIP NO. 83408W103 13D PAGE 10 OF 30 PAGES - -------- --------- ------------------- - -------------------------------------------------------------------------------- Dow Jones & 200 Liberty Street N/A Address: Company, Inc. New York, NY 10281 200 Liberty Street New York, NY 10281 Principal Business: Global Provider of Business and Financial News and Information - -------------------------------------------------------------------------------- Information for executive officers, directors, control persons and executive officers and directors of control persons is disclosed below: Maxtech Enterprises Limited (and Mitco Limited) ----------------------------------------------- Maxtech Enterprises Limited ("Maxtech") is wholly-owned by Morningside Technologies, Inc. ("MTI"), a Cayman Islands corporation, which is in turn 97.8% owned by Morningside CyberVentures Holdings Limited ("MCHL"), a British Virgin Islands corporation, which is in turn wholly-owned by The NTX-II Trust ("NTX"), an Isle of Man Trust, the trustee of which is Verrall Limited ("Verrall"), an Isle of Man corporation. Mitco Limited ("Mitco") is wholly-owned by MCHL. Lars Sorensen, director of Mitco and MCHL, is a citizen of Denmark with an address at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, MC 98000, Monaco. Steven McDonald, director of Mitco and MCHL, is a citizen of Australia with an address at 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, MC 98000, Monaco. George Ka Ki Chang, director of Maxtech, is a citizen of Canada with an address at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong. Raymond Long Sing Tang, director of Maxtech, is a citizen of the United Kingdom, with an address at Suite 2311, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong. Ho Tuen Yee, director of Verrall Limited, is a citizen of the United Kingdom with an address at Suite 2311, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong. Charles Savin Stewart, director of Verrall Limited, is a citizen of the United Kingdom and a solicitor, with an address at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey, Channel Islands GY1 3NF. Peter Stuart Allenby Edwards, director of Verrall Limited, is a citizen of the United Kingdom and a solicitor, with an address at Villa Claude, 5 Avenue Saint-Michel, 98000 Monaco. Richard Francis Godfrey Pease, director of Verrall Limited, is a citizen of the United Kingdom and a solicitor, with an address at 25 Grand'rue Geneva, Switzerland. The address of MTI is 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong. Its principal business is investment holding and management. The address of MCHL is 2nd Floor, Le Prince de Galles, 3-5 Avenue des Citronniers, MC 98000, Monaco. Its principal business is investment holding. The address of Verrall is c/o Dickinson, Cruickshank & Co., 33/37, Athol Street, Douglas IM1 1LB, Isle of Man. Its principal business is as a trustee.
CUSIP NO. 83408W103 13D PAGE 11 OF 30 PAGES - -------- --------- ------------------- Dow Jones & Company, Inc. ------------------------ (a) Rand V. Araskog, a Director of Dow Jones & Company, Inc. ("Dow Jones"), is a director of various corporations. (b) Jerome H. Bailey is Executive Vice President and Chief Financial Officer of Dow Jones. (c) Christopher Bancroft is a Director of Dow Jones. (d) William C. Cox, Jr. is a Director of Dow Jones. (e) L. Gordon Crovitz is Senior Vice President and President, Electronic Publishing of Dow Jones. (f) Harvey Golub, a Director of Dow Jones, is the Chairman of American Express Company. The address of American Express Company, a travel and financial services company, is 200 Vesey Street, World Financial Center, New York, New York 10285. (g) Roy A. Hammer, a Director of Dow Jones, is a partner with Hemenway & Barnes, a law firm. The address of Hemenway & Barnes is 60 State Street, Boston, Massachusetts 02109. (h) Leslie Hill, a Director of Dow Jones, is a pilot for American Airlines, an airline. The address of American Airlines is 4333 Amon Carter Blvd., Fort Worth, Texas 76155. (i) Irvine O. Hockaday, Jr., a Director of Dow Jones, is the President and Chief Executive Officer of Hallmark Cards, Inc. The address of Hallmark Cards, Inc., a greeting card manufacturer, is P.O. Box 419580, Kansas City, Missouri 64141. (j) Vernon E. Jordan, Jr., a Director of Dow Jones, is a senior managing director at Lazard Freres & Co. LLC and is of counsel at Akin, Gump, Strauss, Hauer & Feld. The address of Lazard Freres & Co. LLC, an investment bank, is 30 Rockefeller Plaza, New York, New York 10020. The address of Akin, Gump, Strauss, Hauer & Feld, a law firm, is 1333 New Hampshire Avenue, N.W., Washington, D.C. 20036. (k) Peter R. Kann is the Chairman of the Board and Chief Executive Officer of Dow Jones. (l) David K.P. Li, a Director of Dow Jones, is the Chairman and Chief Executive Officer of The Bank of East Asia Ltd. The address of The Bank of East Asia Ltd., a bank, is 10 Des Voeux Road Central, Hong Kong. (m) M. Peter McPherson, a Director of Dow Jones, is the President of Michigan State University. The address of Michigan State University, a university, is East Lansing, Michigan 48824. (n) Frank N. Newman, a Director of Dow Jones, is the Chairman Emeritus of Bankers Trust Corporation. (o) James H. Ottaway, Jr. is Senior Vice President and a Director of Dow Jones.
CUSIP NO. 83408W103 13D PAGE 12 OF 30 PAGES - -------- --------- ------------------- (p) Peter G. Skinner is Executive Vice President, General Counsel and Secretary of Dow Jones. (q) Elizabeth Steele, a nominee for Director of Dow Jones, is the President of Main Street Landing Company, a redevelopment company. (r) William C. Steere, Jr., a Director of Dow Jones, is the Chairman of Pfizer Inc. The address of Pfizer Inc., a pharmaceutical company, is 235 East 42nd Street, New York, New York 10017. (s) Christopher Vieth is the Vice President, Finance and Controller of Dow Jones. Except as indicated above, all of the residence and/or business addresses of the above persons are care of Dow Jones, 200 Liberty Street, New York, New York, 10281 and all of the above persons except for David K.P. Li are citizens of the U.S.A. David K.P. Li is a citizen of the United Kingdom. As of January 18, 2001, Mr. Cox, Mr. Bancroft, Ms. Steele and Ms. Hill, certain of their relatives, and certain trusts and charitable organizations established by them, including trusts for which Mr. Hammer serves as trustee, owned beneficially a total of 17,112,503 shares (26.0%) of the outstanding common stock and 16,339,866 shares (77.7%) of the outstanding Class B common stock of Dow Jones. Such shares account for approximately 65.4% of the votes represented by the outstanding common stock and Class B common stock of Dow Jones. Mr. Cox, Mr. Bancroft, Ms. Steele and Ms. Hill, the trusts as to which they or certain of their relatives are trustees or have beneficial or reversionary interests, and the trustees of such trusts (including Mr. Hammer), may be considered in control of Dow Jones. For the citizenships and places of organization of the members of the Group, please see the cover pages. During the five years prior to the date hereof, no members of the Group nor any of the Group members' executive officers, directors, control persons or their executive officers or directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the five years prior to the date hereof, no members of the Group nor any of the Group members' executive officers, directors, control persons or their executive officers or directors have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Mitco, an affiliate of Maxtech, acquired 876,300 shares (the "Mitco Shares") of Common Stock between March 9 and March 15, 2001 for an aggregate cost of $800,693.29. Mitco funded these purchases from working capital. Charles Zhang acquired 10,000 shares (the "Zhang Shares") of Common Stock on January 17, 2001. He funded this purchase from personal funds.
CUSIP NO. 83408W103 13D PAGE 13 OF 30 PAGES - -------- --------- ------------------- Item 4. Purpose of the Transaction. -------------------------- Morningside CyberVentures Holdings Limited, through its subsidiary Mitco, purchased the Mitco Shares for investment purposes. Morningside CyberVentures Holdings Limited, through its indirect subsidiary Maxtech, has been a substantial beneficial owner of shares of Common Stock for some time. Morningside CyberVentures Holdings Limited has no present intention to sell any of the shares of Common Stock controlled by it. Mitco and Maxtech may acquire additional securities of the Company at any time and from time to time in the open market or otherwise. Although the foregoing represents the range of activities presently contemplated by Mitco and Maxtech with respect to the Company, it should be noted that the possible activities of Mitco and Maxtech are subject to change at any time. Charles Zhang purchased the Shares for investment purposes. Charles Zhang has been a substantial beneficial owner of shares of Common Stock for some time. Charles Zhang has no present intention to sell any of the shares of Common Stock he beneficially owns. However, it should be noted that the possible activities of Charles Zhang are subject to change at any time. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Amount Beneficially Owned: As of March 22, 2001, each of the following is the owner of record of the number of shares of Common Stock set forth next to his, her or its name: Charles Zhang 9,063,000 Shares(1) Nicholas Negroponte 816,842 Shares(2) Brant C. Binder 1,127,654 Shares(3) Edward B. Roberts 1,389,297 Shares(4) Maxtech Enterprises Limited (and Mitco Limited) 7,449,194 Shares(5) Dow Jones & Company, Inc. 508,067 Shares (1) Includes options for 130,000 shares of Common Stock which are currently exercisable. (2) Includes a warrant for the purchase of 45,097 shares of Common Stock which is currently exercisable. 733,897 shares are held by Nicholas Negroponte and 82,945 shares are held by Media Technologies, Inc. Mr. Negroponte owns all of the capital stock of Media Technologies, Inc. (3) 994,652 shares are held by Brant Binder, 101,235 shares are held by Brant Binder Grantor Retained Annuity Trust No. 1 and 31,767 shares are held by Brant Binder Grantor Annuity Trust No. 2. Mr. Binder is the sole trustee of Brant Binder Grantor Annuity Trust No. 1 and Brant Binder Grantor Annuity Trust No. 2. (4) Includes options for 10,400 shares of Common Stock which are currently exercisable. 1,356,147 shares are held by Edward B. Roberts and 11,050 shares are held by each of the Mitchell J. Roberts 1994 Trust, the Andrea L. Roberts 1994 Trust and the Valerie J. Friedman 1994 Trust. Edward B. Roberts is a co-trustee of the three trusts mentioned in the preceding sentence. (5) Maxtech is a British Virgin Islands corporation that is the registered owner of 6,360,219 shares of Common Stock and a warrant for the purchase of 212,675 shares of Common Stock which is currently exercisable. Maxtech is wholly-owned by Morningside Technologies, Inc., a Cayman Islands corporation, which is in turn 97.8% owned by Morningside CyberVentures Holdings Limited, a British Virgin Islands corporation, which is in turn wholly-owned by The NTX-II Trust, an Isle of Man Trust, the trustee of which is Verrall Limited, an Isle of Man corporation. Mitco is a British Virgin Islands corporation that is the registered owner of 876,300 shares of Common Stock. Mitco is wholly-owned by Morningside CyberVentures Holdings Limited. Verrall Limited controls indirectly, through The NTX-II Trust, a 97.8% interest in Maxtech and a 100% interest in Mitco, and as a result has the sole power to vote and dispose of the shares of Sohu held by Maxtech and Mitco.
CUSIP NO. 83408W103 13D PAGE 14 OF 30 PAGES - -------- --------- ------------------- All of the individuals and entities listed above share voting power of the shares of Common Stock which each individual or entity owns of record because such shares are subject to the Voting Agreement. Percent of Class: Charles Zhang 25.3% Nicholas Negroponte 2.3% Brant C. Binder 3.2% Edward B. Roberts 3.9% Maxtech Enterprises Limited (and Mitco Limited) 20.8% Dow Jones & Company, Inc. 1.4% The foregoing percentages are calculated based on the 35,625,716 shares of Common Stock reported to be outstanding as of November 14, 2000 in the Quarterly Report on Form 10-Q of Sohu.com Inc. for the quarter ended September 30, 2000, as adjusted pursuant to Rule 13d- 3(d)(1) of the Act. (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Charles Zhang 9,063,000 Shares Nicholas Negroponte 816,842 Shares Brant C. Binder 1,127,654 Shares Edward B. Roberts 1,389,297 Shares Maxtech Enterprises Limited (and Mitco Limited) 7,449,194 Shares Dow Jones & Company, Inc. 508,067 Shares (ii) shared power to vote or to direct the vote: Charles Zhang 23,457,804 Shares Nicholas Negroponte 23,457,804 Shares Brant C. Binder 23,457,804 Shares Edward B. Roberts 23,457,804 Shares Maxtech Enterprises Limited and Mitco Limited 23,457,804 Shares Dow Jones & Company, Inc. 23,457,804 Shares (iii) sole power to dispose or to direct the disposition of: Charles Zhang 9,063,000 Shares Nicholas Negroponte 816,842 Shares Brant C. Binder 1,127,654 Shares Edward B. Roberts 1,389,297 Shares Maxtech Enterprises Limited (and Mitco Limited) 7,449,194 Shares
CUSIP NO. 83408W103 13D PAGE 15 OF 30 PAGES - -------- --------- ------------------- Dow Jones & Company, Inc. 508,067 Shares (iv) shared power to dispose or to direct the disposition of: Charles Zhang 0 Shares Nicholas Negroponte 0 Shares Brant C. Binder 0 Shares Edward B. Roberts 0 Shares Maxtech Enterprises Limited (and Mitco Limited) 0 Shares Dow Jones & Company, Inc. 0 Shares Each of the individuals and entities listed above expressly disclaims beneficial ownership of any shares of Common Stock of Sohu.com Inc., except for any shares held directly of record or as discussed above. (c) The following transactions have been effected during the past 60 days: Charles Zhang - ------------- On January 17, 2001, Charles Zhang purchased 10,000 shares of Common Stock at $1.47 per share. Mitco - ----- Prices are average for purchases on that day On March 9, 2001, Mitco purchased 290,000 shares of Common Stock at $0.878 per share. On March 12, 2001, Mitco purchased 220,700 shares of Common Stock at $0.8787 per share. On March 13, 2001, Mitco purchased 202,900 shares of Common Stock at $0.925 per share. On March 14, 2001, Mitco purchased 87,200 shares of Common Stock at $1.0473 per share. On March 15, 2001, Mitco purchased 75,500 shares of Common Stock at $0.96875 per share. Dow Jones (prices are averages for sales on that day) - ----------------------------------------------------- On March 8, 2001, Dow Jones sold 5,000 shares of Common Stock at $0.9688 per share. On March 9, 2001, Dow Jones sold 95,000 shares of Common Stock at $0.8306 per share. On March 12, 2001, Dow Jones sold 55,000 shares of Common Stock at $0.8494 per share. On March 13, 2001, Dow Jones sold 65,000 shares of Common Stock at $0.9063 per share. On March 14, 2001, Dow Jones sold 76,000 shares of Common Stock at $1.0243 per share. On March 15, 2001, Dow Jones sold 25,000 shares of Common Stock at $0.9688 per share. On March 16, 2001, Dow Jones sold 5,000 shares of Common Stock at $0.9688 per share.
CUSIP NO. 83408W103 13D PAGE 16 OF 30 PAGES - --------- --------- ------------------- On March 19, 2001, Dow Jones sold 10,000 shares of Common Stock at $0.8438 per share. On March 20, 2001, Dow Jones sold 20,000 shares of Common Stock at $0.8438 per share. On March 21, 2001, Dow Jones sold 15,500 shares of Common Stock at $0.8327 per share. Nicholas Negroponte - ------------------- On February 8, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.34875 per share. On February 14, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.15708 per share. On February 20, 2001, Nicholas Negroponte sold 10,945 shares of Common Stock at $1.11491 per share. On February 21, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.11252 per share. On February 22, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.11429 per share. On February 23, 2001, Nicholas Negroponte sold 10,000 shares of Common Stock at $1.1266 per share. On February 23, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.1563 per share. On February 28, 2001, Nicholas Negroponte sold 5,055 shares of Common Stock at $1.10837 per share. On February 28, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.10936 per share. On March 1, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.11152 per share. On March 1, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.14381 per share. On March 1, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.17566 per share. On March 1, 2001, Nicholas Negroponte sold 5,000 shares of Common Stock at $1.19981 per share. On March 12, 2001, Nicholas Negroponte sold 10,000 shares of Common Stock at $0.84291 per share.
CUSIP NO. 83408W103 13D PAGE 17 OF 30 PAGES - --------- --------- ------------------- On March 12, 2001, Nicholas Negroponte sold 10,000 shares of Common Stock at $0.84341 per share. On March 13, 2001, Nicholas Negroponte sold 10,000 shares of Common Stock at $0.93327 per share. On March 13, 2001, Nicholas Negroponte sold 20,000 shares of Common Stock at $0.93377 per share. On March 14, 2001, Nicholas Negroponte sold 17,000 shares of Common Stock at $0.98268 per share. On March 15, 2001, Nicholas Negroponte sold 16,000 shares of Common Stock at $1.00 per share. On March 19, 2001, Nicholas Negroponte sold 65,800 shares of Common Stock at an average of $0.8738 per share. On March 20, 2001, Nicholas Negroponte sold 18,200 shares of Common Stock at $0.875 per share. On March 21, 2001, Nicholas Negroponte sold 10,000 shares of Common Stock at $.84375 per share. On March 21, 2001, Nicholas Negroponte sold 1,200 shares of Common Stock at 0.875 per share. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- Charles Zhang, Nicholas Negroponte, Brant C. Binder, Edward B. Roberts, Intel Corporation, Maxtech Enterprises Limited and Dow Jones & Company, Inc. are all parties to the Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement, dated October 18, 1999, pursuant to which the parties have agreed to vote their shares of Common Stock in favor of the nominees for directors selected by each of Intel Corporation, Dow Jones & Company, Inc. and Maxtech Enterprises Limited. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1 Agreement among Group members to file one statement Exhibit 2 Sohu.com Inc. Second Amended and Restated Stockholders' Voting Agreement, dated October 18, 1999
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 23, 2001 /s/ Charles Zhang ----------------- Charles Zhang /s/ Nicholas Negroponte ----------------------- Nicholas Negroponte /s/ Brant C. Binder ------------------- Brant C. Binder /s/ Edward B. Roberts --------------------- Edward B. Roberts Maxtech Enterprises Limited By: /s/ George Chang ---------------- Name: George Chang Title: Director Mitco Limited By: /s/ Steven McDonald ------------------- Name: Steven McDonald Title: Director -18-
Dow Jones & Company, Inc. By: /s/ Rosemary Spano ----------------------- Name: Rosemary Spano Title: Vice President, Law -19-
EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Sohu.com Inc. /s/ Charles Zhang ----------------- Charles Zhang /s/ Nicholas Negroponte ----------------------- Nicholas Negroponte /s/ Brant C. Binder ------------------- Brant C. Binder /s/ Edward B. Roberts --------------------- Edward B. Roberts Maxtech Enterprises Limited By: /s/ George Chang ---------------- Name: George Chang Title: Director Mitco Limited By: /s/ Steven McDonald ------------------- Name: Steven McDonald Title: Director -20-
Dow Jones & Company, Inc. By: /s/ Rosemary Spano ---------------------- Name: Rosemary Spano Title: Vice President, Law -21-
EXHIBIT 2 SOHU.COM INC. SECOND AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT This Second Amended and Restated Stockholders' Voting Agreement, (the "Agreement") is made as of October 18, 1999 by and among Sohu.com Inc., a Delaware corporation (the "Company") formerly known as Internet Technologies China Incorporated, the persons listed as Investors on Exhibit A (the "Investors") and Charles Zhang, Brant Binder, Nicholas Negroponte and Edward B. Roberts (the "Founders"). The Investors and the Founders will be referred to herein collectively as the "Holders." WHEREAS, the Investors are parties to (a) a Series B Preferred Stock Purchase Agreement (the "Series B Purchase Agreement") dated as of March 10, 1998 between the Company and the Investors named therein (b) a Series B-1 Preferred Stock Purchase Agreement (the "Series B-1 Purchase Agreement") dated as of August 18, 1998 between the Company and the Investor named therein or (c) a Series C Preferred Stock Purchase Agreement (the "Series C Purchase Agreement") dated as of the date hereof between the Company and the Investors named therein; WHEREAS, the Company and the Investors which are parties to the Series B Purchase Agreement and the Series B-1 Purchase Agreements (the "Initial Investors") are parties to an Amended and Restated Stockholders' Voting Agreement dated as of August 18, 1998 (the "First Amended and Restated Stockholders' Voting Agreement"); WHEREAS, certain of the obligations of the Company and of the Investors which are parties thereto under the Series C Purchase Agreements (the "Additional Investors") are conditioned upon the amendment and restatement of the First Amended and Restated Stockholders' Voting Agreement to add the Additional Investors as parties and to make such additional changes as are set forth herein; and WHEREAS, the Company and the Initial Investors wish to amend and restate the First Amended and Restated Stockholders' Voting Agreement as set forth herein and the parties hereto wish to have this Agreement govern certain voting by the Holders in elections for directors of the Company and to clarify certain provisions of the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"). NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows: 1. Voting. ------ 1.1 In all elections of Directors of the Company held during the term of this Agreement (whether at a meeting or by written consent in lieu of a meeting), each of the Holders unconditionally agrees to vote all shares of the Company's Common Stock, $.01 par value -22-
"Common Stock"), and all shares of the Company's Preferred Stock, $.01 par value ("Preferred Stock"), and any other voting securities of the Company now owned or hereafter acquired or controlled by it or him, whether by purchase, conversion of other securities, exercise of rights, warrants or options, stock dividends or otherwise, to elect to the Board of Directors of the Company (i) at least one nominee selected by Intel Corporation ("Intel"), (ii) at least one nominee selected by the holders of a majority in interest of such voting securities held by Harrison Enterprises Inc. ("Harrison") and Kummell Investments Limited ("Kummell"), and (iii) at least one nominee selected by Dow Jones & Company, Inc. ("Dow Jones"). 1.2 No Holder will vote to remove any member of the Board of Directors of the Company designated in accordance with the foregoing provisions of this Section, other than for cause, unless the person or persons entitled to nominate or approve that Director so votes or otherwise consents, and, if the person or persons so entitled to nominate or approve so votes or otherwise consents, then all Holders will vote likewise. 1.3 Without the approval of the holders of a majority of the Preferred Stock purchased by Intel pursuant to the Series B Purchase Agreement and the holders of a majority of the Preferred Stock purchased by Kummell pursuant to the Series B Purchase Agreement, the Company will not take, and no Holder will vote in favor of, any action which: (i) increases the number of authorized shares of the Series B Convertible Preferred Stock of the Company (the "Series B Preferred") or amends or changes the rights, preferences, powers, privileges or restrictions of the Series B Preferred; (ii) authorizes, creates or issues shares of any class or series of stock having a preference superior to or on a parity with the Series B Preferred; (iii) reclassifies stock into shares having a preference over or on a parity with the Series B Preferred; (iv) amends the Company's Certificate of Incorporation in a manner that adversely affects the rights of the Series B Preferred; (v) results in a merger or consolidation of the Company with one or more other corporations or other entities in which the stockholders of the Company immediately prior to such merger or consolidation hod stock representing less than a majority of the voting power of the outstanding shares of the Company or resulting entity immediately after such merger or consolidation; (vi) results in the sale or other transaction in a single transaction or a series of related transactions of all or substantially all of the assets of the Company, or otherwise results in the reorganization of the Company; (vii) results in the dissolution, liquidation or winding up of the Company; (viii) declares or pays a dividend on the Common Stock (other than a dividend payable solely in shares of Common Stock); -23-
(ix) results in the incurrence of indebtedness in excess of $50,000; (x) materially alters or changes the strategic direction or business operations of the Company in a manner that is not contemplated by the Company 's most recent board-approved business plan; or (xi) amends ARTICLE IX ("Indemnification") of the Company's By- Laws. 1.4 Without the approval of the holders of a majority of the Series C Convertible Preferred Stock of the Company (the "Series C Preferred"), the Company will not take, and no Holder will vote in favor of, any action which: (i) increases the authorized number of shares of the Series C Preferred or amends or changes the rights, preferences, powers, privileges or restrictions of the Series C Preferred; (ii) authorizes, creates or issues shares of any class or series of stock having a preference superior to or on a parity with the Series C Preferred; (iii) reclassifies stock into shares having a preference over or on a parity with the Series C Preferred; (iv) amends the Company's Certificate of Incorporation in a manner that adversely affects the rights of the Series C Preferred (v) results in a merger or consolidation of the Company with one or more other corporations or other entities in which the stockholders of the Company immediately prior to such merger or consolidation had stock representing less than a majority of the voting power of the outstanding shares of the Company or resulting entity immediately after such merger or consolidation; (vi) results in the sale or other transaction in a single transaction or a series of related transactions of all or substantially all of the assets of the Company, or otherwise results in the reorganization of the Company; (vii) results in the dissolution, liquidation or winding up of the Company; (viii) declares or pays a dividend on the Common Stock (other than a dividend payable solely in shares of Common Stock); (ix) results in the incurrence of indebtedness in excess of $50,000; (x) materially alters or changes the strategic direction or business operations of the Company in a manner that is not contemplated by the Company's most recent board-approved business plan; or (xi) amends the indemnification provisions of the Company's By- Laws. -24-
2. Legend. For so long as this Agreement is in effect, each certificate ------ representing shares of Common Stock, Preferred Stock or other voting securities of the Company now or hereafter owned by a Holder or any transferee of a holder will be endorsed with the following legend: VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS' VOTING AGREEMENT BY AND AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 3. Termination. ----------- (i) The obligations of the Holders as to clause (i) of Section 1.1 above will terminate at such time as Intel does not hold either (a) at least 50% of the Preferred Stock purchased by it pursuant to the Series B Purchase Agreement or (b) at least 50% of the Preferred Stock purchased by it pursuant to the Series C Purchase Agreement or, in either such case, Common Stock into which any such Preferred Stock has been converted. (ii) The obligations of the Holders as to clause (ii) of Section 1.1 above will terminate at such time as Harrison and Kummell do not between them hold either (a) at least 50% of the Preferred Stock purchased by them pursuant to the Series B Purchase Agreement or (b) at least 50% of the Preferred Stock purchased by them pursuant to the Series C Purchase Agreement or, in either such case, Common Stock into which any such Preferred Stock has been converted. (iii) The obligations of the Holders as to clause (iii) of Section 1.1 above will terminate at such time as Dow Jones does not hold either (a) at least 50% of the Preferred Stock purchased by it pursuant to the Series B Purchase Agreement or (b) at least 50% of the Preferred Stock purchased by it pursuant to the Series C Purchase Agreement or, in either such case, Common Stock into which any such Preferred Stock has been converted. (iv) Sections 1.1 and 1.2 of this Agreement will terminate in their entirety at such time as none of Intel, Harrison and Kummell together, or Dow Jones holds at least 50% of the aggregate amount of Preferred Stock so purchased by it or, in any such case, Common Stock into which any such Preferred Stock has been converted. 4. Miscellaneous. ------------- 4.1 Specific Performance; Other Rights. The Company and the Holders ---------------------------------- recognize that the rights of the parties under this Agreement are unique, and accordingly Intel, Harrison and Kummell and Dow Jones will, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for injunctive relief and specific performance to the extent permitted by law. Except as provided -25-
herein, this Agreement is not intended to limit or abridge any rights of the parties which may exist apart from this Agreement. 4.2 Governing Law. This Agreement shall be governed by and construed ------------- under the laws of the State of Delaware as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware. 4.3 Obligations of Transferees. This Agreement and the obligations of -------------------------- the parties hereunder shall be binding upon the parties hereto and, their respective successors, assigns, and transferees. 4.4 Severability. In the event one or more of the provisions of this ------------ Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 4.5 Attorney Fees. In the event that any dispute among the parties to ------------- this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 4.6 Counterparts. This Agreement may be executed in two or more ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.7 Stock Split. All references to numbers of shares in this ----------- Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization of shares by the Company occurring after the date of this Agreement. 4.8 Aggregation of Stock. All shares of Common Stock held or acquired -------------------- by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 4.9 Termination of the First Amended and Restated Stockholders' ----------------------------------------------------------- Voting Agreement. The First Amended and Restated Stockholders' Voting Agreement - ---------------- is hereby terminated in its entirety and replaced by this Agreement. -26-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SOHU.COM INC. By: ______________________________ Charles Zhang President INVESTORS: ___________________________________ (Printed Name of Investor) By: ______________________________ Name: Title: FOUNDERS: ___________________________________ (Signature of Founder) ___________________________________ (Printed Name of Founder) [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS' VOTING AGREEMENT] -27-
Exhibit A --------- List of Investors Intel Corporation 2200 Mission College Blvd. 2200 Mission College Blvd. Mail Stop SC4-203 Santa Clara, CA 95052 Santa Clara, CA 95052 Attn: M&A Portfolio Manager - M/S RN6-46 Attn: General Counsel Attn: Treasurer & General Counsel Fax Number: (408) 765-1859 Fax: (408) 765-6038 and Gibson, Dunn & Crutcher LLP 1530 Page Mill Road Palo Alto, CA 94304 Attn: Gregory T. Davidson Fax Number: (650) 849-5333 Harrison Enterprises Inc. 5 Norma Lane Dix Hills, NY 11746 Fax Number: (516) 424-5941
Exhibit A --------- List of Investors (continued) Kummell Investments Limited With copies to: Suite 835A, Europort Alice Li Gibraltar (via London) Springfield Financial Advisory Ltd. Fax Number: 350-736-25 22/F Hang Lung Centre Phone Number: 350-734-40 2-20 Paterson Street Causeway Bay, Hong Kong Fax: (852) 2881-5741 Phone Number: 852-2576-6800 And McCarthy Legal Services LLC 1188 Centre Street Newton Centre, MA 02159 Fax:(617) 244-2889 Phone: (617) 244-2800 Attention: Paul G. Igoe And Terry Morris T. Morris & Company 200 Putnam Street, Suite 600 Marietta Ohio, 45750 Phone: 741-373-8818 Fax: 741-373-3707 PTV-China, Inc. c/o IDG-Asia One Exeter Plaza The Penthouse Suite Boston, Massachusetts 02116 Attention: Mr. Quan Zhou, President Tel: (617) 534-1243
Dow Jones & Company, Inc. with a copy to: 200 Liberty Street New York, New York 10281 Dow Jones & Company, Inc. Attn: President, International 200 Liberty Street New York, New York 10281 Attn: Legal Department The Roberts Family Trust c/o Edward B. Roberts, trustee The Heritage Apartment 1102 300 Boylston Street Boston, MA 02116 Fax: (617) 426-9107 Phone: (617) 482-0671 Brant C. Binder c/o Trust Company of the West 200 Park Avenue Suite 2200 New York, NY 10166 Fax: (212) 771-4024 Phone: (212) 771-4177 Nicholas Negroponte c/o MIT Media Lab 20 Ames Street, E15-208 Cambridge, MA 02139